Scourge of the Earth
by Beastbot X
Summary: Some old friends are revived, with a vengeance. Eighth in my Beast Wars series.
1. Part 1

Scourge of the Earth, Part One  
by Beastbot

_(NOTE: Yes, I realize that by writing this fic, I am changing several of the toy character's default allegiances. It's for story purposes, so DEAL WITH IT!!! Ahem.... And now on with the story...) _

Scourge was awakened from his state of unconsciousness by a small tapping on the cracked cockpit window of his escape pod. Activating his light-sensitive cells (as Vexorans had no visible eyes), he saw that it was a small raven perched on the window, tapping its beak on one of the large cracks in the cockpit's windshield.

"Shoo, you disgusting Earth creature!" Scourge growled out. He was not in the mood to hear the repetitive tapping of a raven's beak.

Startled that the form inside the escape pod was alive, the raven let out a surprised squawk and flew off.

Now that he had gotten THAT annoyance taken care of, Scourge assessed the situation he was in.

Soon after his and Scarem's escape pod had cleared Tarad's ship, the larger ship exploded, and a large mass of flaming debris had hit their pod. It had sent their escape pod careening down toward Earth. The last thing Scourge remembered was kicking a whimpering Scarem away from him as their escape pod entered the Earth's atmosphere and started to burn up.

Apparently, most of the armor on the escape pod survived the entry into the atmosphere, and the subsequent crash. Ah, good ol' Vexoran craftsmanship- there was none greater in the galaxy.

Still, though, the escape pod had suffered massive damage. The cockpit area had been crushed to a mere fourth of its original size from the impact, and half of the windshield was gone, with the other half cracked in several places. Judging from the light rays coming in from the crushed engine room door behind him, the entire fuel engine had exploded some time after Scourge had lost consciousness.

Speaking of damage, Scourge had been badly injured in the impact as well. He didn't even have the strength to reform his body, and as such, was merely a conscious black pile of goo with a mouth. Scourge sighed and, with great effort, slithered (or, rather, spilled) onto the cockpit floor from his crushed seat.

Scourge moved his light-sensitive cells towards the other seat, and found Scarem in a similar condition as well.

"Scarem!" Scourge snapped loudly, trying to get his brother conscious again. "Scarem!"

The black pile of goo next to him stirred a bit.

"Wha...? Huh...? But I don't want any more coconuts, Captain..."

"Scarem! Snap out of it!" Scourge said harshly. "You're here! In the escape pod cockpit! With me! On Earth!"

The blob named Scarem stirred again and spilled down onto the floor next to Scourge.

"Whoa! What happened!?" Scarem asked, bewildered.

"We crash-landed on Earth, you idiot."

"Oh... now I remember... Wow, I can't believe we're still alive..."

"Yes, we were rather lucky in that respect, I guess. But now we're stuck here on Earth, badly injured, and our mothership has been destroyed!"

"So....what do we do now?"

Scourge sighed. "I don't know. I don't even know how long we've been unconscious. Days? Weeks? Months? Who knows? Let's get out of here and try to find anything that can heal us. I'm not sure what we could find that would do such a thing here, but I haven't got any better ideas."

Scourge and Scarem silently slithered out of the broken half of the cockpit window and onto the ground below, then began to trek northward towards some nearby mountains, to see if they could spot anything from there.

* * *

Scarem was the first to spot it. It was about half an hour later, and the two puddles of goo were navigating through the bottom of large valley surrounded by small mountains.

"Hey, Scourge- is that what I think it is?"

Scourge turned his light-sensitive cells in the direction Scarem was. After doing a double-take, Scourge chuckled.

"Yes, brother, that IS what you think it is. The stasis pod cache!"

Scourge then went into a bout of maniacal laughter as he slithered toward the large collection of stasis pods surrounded by a force field.

"Hey, why are you laughing so much?" Scarem asked, trying to keep up with Scourge. "It's just a bunch of those stupid Transformers in pods."

"Yes, Scarem, but don't you see?" Scourge laughed, "These stasis pods can be the key to the Beast Warriors' destruction!"

"Wha? How so?"

"I'll tell you later. Right now, I need to infest one of those Transformer's stasis pods to regain my strength."

"But brother, there's a FORCE FIELD blocking us from reaching those pods! That's kind of an insurmountable obstacle, there..."

Scourge sighed. "Scarem, you idiot, didn't you ever read the weekly reports?"

"Well, um...."

"That force field is meant to keep out Transformers ONLY. We Vexorans can pass through it with no trouble at all! In fact, I mean to permanently deactivate this baby. What was the deactivation code? Ah, yes..."

Moving up to the force field, Scourge uttered monotonously, "Arthenium grental".

Scourge chuckled as the force field flickered for a moment and then disappeared.

"Mwahaha! Ours for the taking!" Scourge laughed, slithering up to a rather large stasis pod near the edge of the cache.

"Um, Scourge?"

Scourge sighed for the umpteenth time in the past hour, stopping his ascent into the stasis pod. "What is it, Scarem?"

"Why do you want to infest one of these... disgusting... creature's bodies? You DO realize that once we infest one of these protoforms, we'll be permanently stuck in Transformer form, at least until we somehow get back to Vexora, where we have the technology to undo such things."

"It's better than slowly dying from lack of energy, Scarem. If we don't do something to gain back more energy within the next day or so, we'll be goners."

"True, that."

"Now, watch and learn, brother," Scourge said, squeezing his liquid body form through the cracks in the stasis pod's window and into the waiting protoform inside. Scarem watched as the stasis pod shook for about a half a minute or so, beeping and clicking out interrupted error messages. After the stasis pod finally stopped shaking, the cracked lid popped open with a hiss, and out stepped a huge Transmetal 2 locust.

Scourge's new beast form was very warped and asymmetrical. It was apparent that the protoform he had chosen to infest had been through a lot. Scourge was mostly a very shiny metallic orange, with purple insect legs and antennae. His tattered and worn wings were slightly transparent, with orange spots scattered all over them.

"Wow, Scourge... you look... nice..." Scarem stammered. "What happened to the Transformer's spark in that stasis pod, though?"

"I devoured it," Scourge said absentmindedly, looking at his new body. "It tasted quite good, actually. Gave me a bit of an energy boost. Hmmm....this form DOES look a little better than I thought it would. I wonder what my alternate mode looks like? Scarem, what was that activation code that those Predacons used? I altered the protoform's allegiance programming to Predacon, for... future reasons...."

"Um, uh.... Terrorize was it, I think," Scarem said, still taken aback a bit at Scourge's frightening new form.

"Ah, yes. Thank you. Scourge, terrorize!"

Scourge's metal parts shifted and turned, and in a little under second's time, he looked completely different. His locust head was mounted on his left shoulder, while another, smaller shoulder pad was mounted on his right arm. His large wings still hung out behind the rest of his body, but his insect abdomen had split into two separate halves, giving Scourge small armor plates behind his arms. His face was mostly black, with blaring orange optics. He had no mouth, but rather a "mask" over his mouth, like Optimus Prime's. His main feature, though, was his abnormally large legs. The legs themselves were at least three times as large as his main body, and they bent backwards at the knees. Although Scourge technically wasn't massive, his large legs and his spread-out wings and abdomen armor plates made him seem so. He was very tall, too; the average Transformer would have only come up to Scourge's waist.

"Hrmm....not that bad, for a Transformer. Scarem, it's your turn now. Pick a pod and infest the protoform inside. You can alter the protoform's programming however you like, just make sure you change its allegiance to Predacon and that you devour the spark inside."

"Hmmm, alright..." Scarem nodded, looking at the wide selections of pods available. Not really caring which one he picked, he just chose the nearest one- a badly damaged, medium-sized pod to his left. Entering the pod by seeping in through the cracks, Scarem soon underwent the same process that Scourge had moments ago. When Scarem emerged, he was a moderately-sized Transmetal 2 stag beetle.

The beetle had largely exaggerated pincers on the sides of his mouth- they made up almost half of his body length, in fact. Scarem's main body was dark green, with small, shiny blue wings closed around most of it. His insect legs were mostly orange, and his small red eyes shone emotionlessly from the sides of his head.

"Hmm... not that bad, Scarem, but my form's better," Scourge bragged, crossing his arms. He would have smirked if he could have.

"Oh, yeah?" Scarem retorted. "Let's see how my robot mode is! Scarem, terrorize!"

With a flipping and switching of parts, Scarem transformed into his rather short robot mode. Despite the fact that he was barely above Scourge's knees in this mode, Scarem's robot mode was rather impressive. His arms didn't have hands on the ends of them, but rather large, scythe-like weapons. His insect wings had become his shoulder plates, and his insect legs had combined to become his robot feet. Scarem's head had a small horn poking out of the top of each side, and, unlike Scourge, he had a mouth in this mode. Several large fangs were protruding out of it, making him look all the more menacing.

"Ha!" Scarem laughed, "I think THIS mode looks so good, it doesn't DESERVE the name 'Transformer'!"

Scourge merely snorted at Scarem's comment. "Remember, Scarem, we are NOT Transformers. We are still Vexorans, we are just...in disguise for the time being. When I've put an end to these ridiculous 'Beast Wars' and we get back home to Vexora, the first thing I'm doing is getting rid of this form."

"But... how can you possibly destroy all these Beast Warriors by yourself, Scourge?" Scarem asked quizzically.

"Scarem, do you remember that briefing we were given on stasis pods a few weeks ago by Tarad?"

"Yes, but..."

"Well, brother," Scourge interrupted, "It's time we put those skills to good use. You and me are going to activate all these stasis pods here, converting them all to the 'Predacon' faction."

"W-what!?" Scarem stuttered, bewildered. "WHY would you want to bring to life MORE of these blasted beings? There's already enough on this planet as is!"

"All part of my plan, brother, all part of my plan," Scourge reassured. "After we activate all of these Transformers, I'll convince them to join us, with me being their leader, of course. Then, with this vast army of Transformers, I shall take them all to the Predacon base here and dispose of the Predacon leader- Megatink, I think was his name. Anyway, after I dispose of Megatink, the other Predacons formerly under Megatink will either join me or die. After we get this accomplished, I shall lead the Predacon forces to an attack on the Maximal base here, and obliterate the Maximals entirely. Then, convinced of their total victory, I will have the surviving Predacons scavenge together a working spacecraft from the remnants of the Maximal and Predacon bases. After they complete the shuttle, you and I will silently kill them all in their slumber the night before we supposedly lift off. Thus, the Transformer problem on this planet will be solved, AND we will have a means of getting back to Vexora."

"Uh, that sounds like a pretty good plan, Scourge," Scarem admitted, "But how will we convince all of these Transformers here that they're to follow our lead? What if they just decide to obliterate us and nominate one of themselves as their leader?"

"Because of one simple programming alteration I made to my form, Scarem," Scourge said, smiling as he took an orange missile out of one of his transparent wings. "This," Scourge said, holding out the missile in front of him, "is what I like to call a 'pestilence missile'. When it strikes any Transformer, the powder released when it explodes breaks down the Transformer's metal into their core molecules within moments, turning any victim Transformer into no more than a pile of rust and ash. All of these Transformers will be forced to follow me or risk dying an agonizing death. Satisfied?"

"Wow, that's.... intricate...."

"Thank you, brother. Now, let's get started."

"Okay."

"Oh, and Scarem?"

"Yes?"

"Remember, don't give these new Predacons any reason to believe that we are anything other than their own kind. To do so would threaten my leadership of them tremendously. Oh, and refrain from activating nine of these pods, if you would. I'm going to save them for a.... backup plan."

* * *

Waspinator paced back and in his quarters, muttering to himself. He had had a lot to think about recently.

"Wazzpinator likez being Predacon. Predaconz fun, fun blowing stuff up- az long az it not Wazzpinator, of courze. But latezt scheme of Megatron'z- Wazzpinator not sure if he like that. Too mean....leaving Optimezz Primal to suffer az mindlezz animal inztead of juzt slagging him. That not what Wazzpinator would have done, Wazzpinator would have only beat Optimezz up a bit, then let him be... if Wazzpinator could, like that would ever happen.... Pluz, Megatron not been nice to Wazzpinator rezently... Zend Wazzpinator on zlag missionz.... Get blown up all the time.... But Wazzpinator been Predacon all hiz life! Cannot switch now, betray other Terrorsaur and other Predaconz, who are outnumbered already... Doh, Wazzzpinator's head hurt! But what Wazzpinator do!? What-"

Waspinator was interrupted from his ramblings by Megatron's booming voice coming in over the base intercom.

"Waspinator! Report!"

Waspinator quickly stopped pacing and turned toward the intercom, standing up straight and saluting, as if Megatron could see him through the intercom.

"Wazzpinator here, Megatron!"

"Good. Just a reminder- don't forget the meeting in two hours, you simple-minded slagheap!" Megatron commanded, his tone of voice quickly changing from friendly to angry in just a few words. "You DO remember what happened the last time you forgot, right?"

Waspinator looked down at the floor, as if afraid to admit it. "Well..."

"Yesssss?"

"Wazzzpinator waz pounded on by Megatron....."

"Ah, so you CAN remember something. In two hours, remember!" Megatron commanded, the intercom clicking off afterwards.

Waspinator chuckled quietly to himself.

"Thankz, Megatron, for solving Wazzpinator's problem..."

Waspinator opened up his subspace pocket and quietly began to load his few keepsakes into it.

* * *

Scavenger was interrupted from marching back in forth in front of the entrance to the Predacon base by the appearance of Waspinator.

"And where are YOU going, drone?" Scavenger asked curiously, stopping his patrol to turn and look down at the shaking Predacon.

"U-uh-um... Me-Megatron tell Wazzpinator to... to....to go out on scout patrol!" Waspinator stuttered at first, but then relaxed as he thought up a reasonable excuse to get out of the base.

"Fine," Scavenger said, raising the Transformer equivalent of an eyebrow. "But be back in time for the Royalty's meeting in two hours, drone!"

"How could Wazzpinator forget," Waspinator replied sarcastically. As soon as Scavenger stepped out of the entranceway to allow Waspinator pass, Waspinator transformed into his jet mode and flew off....in the direction of the Maximal base.

* * *

Scourge stood proudly, surveying the new army he and Scarem had created in just the last hour or so. There were all sorts of Transformers present, with all sorts of beast modes. There were some Transmetal 2s, like him and Scarem, but there were also many "regular" Beast Warriors, Fuzors, and even the occasional Transmetal. Scourge estimated that there were at least forty or so here. And all of them were Predacons.

"Silence!" Scourge commanded, raising his voice so that all the new Predacons could hear him. All of the conversing and threatening between the various Predacons stopped soon afterwards.

"My associate Scarem and I have created all of you for a purpose," Scourge continued, stepping up on a large rock so that all of the Predacons could see him. "And that purpose is to serve me, Scourge, leader of the Predacons!"

"Wait just a minute!" a voice from somewhere in the audience called out. "Who the slag do you think you are!?"

"Who said that!?" Scourge asked, agitated. "Step forward immediately!"

The various assembled Predacons parted to allow a small, stocky Transformer to come forward. From observing his robot mode, Scourge could immediately tell that his beast mode was some type of amalgamation of a baboon and a tiger.

"I said that!" the orange-and-brown Transformer said in a gruff, defiant voice. "I know that you're the one who activated our pods, and therefore gave us life, and for that I'm sure we're all grateful. But who just up and said that you could make us all your cronies? I sure as heck ain't gonna serve nobody! My will is my own, thank you very much!"

Some murmurs of agreement came from the crowd behind the Fuzor.

"Hmmm... a good point, you have there," Scourge admitted, smirking. "Tell me, Predacon, what is your name?"

"My name?" the Fuzor asked, taken aback that Scourge would suddenly ask such a completely unrelated question as that. "Uh... my name's Bantor."

"Ah, Bantor...." Scourge said, massaging his chin with his hand as if he were committing the name to memory.

"But what does that have to do with anything?" Bantor asked impatiently.

"I just wanted to know what name to put on your gravestone," Scourge said emotionlessly.

Before Bantor could react, Scourge's left wing suddenly flipped forward and fired a large orange missile at the Fuzor. Although it didn't look as if the missile did anything initially, after a few microseconds, Bantor's left arm- the arm that the missile had hit- suddenly turned brown and disintegrated into a pile of rust and ash. Bantor yelled out in pain and agony as the rest of his body quickly followed suit, crumbling and decaying until the Transformer was no more than a small pile of dust. Soon afterwards, that, too, was gone, as the high winds whipped the dust away, scattering it among the valley.

All was silent for a few moments as the crowd of new Transformers gaped at the spot where Bantor was just moments before.

Scourge interrupted the silence with a question. "Now, is there any other Transformer 'whose will is their own?'"

None of the Predacons present dared to speak a word.

"Good. Now, my new Predacons, you can decide to join me, or you can decide to join your friend Bantor. Choose your side now. Aye if mine, nay if Bantor's."

Every Predacon present yelled "Aye!" as loud as they could.

"Oh, you are most kind," Scourge said in mock appreciativeness, bowing slightly. "Now, I have a task for all of you. You are all to follow me. I know of a base that needs conquering. Oh, and you eight in the back- bring those full pods behind you with you."

Transforming to his beast mode, Scourge commanded, "Predacons, move out!" before flying off into the skies eastward. His new army quickly followed.

* * *

Megatron pounded his fist on the table in frustration. "Where IS Waspinator!? I even REMINDED that idiot of the meeting, and he forgot AGAIN!!"

All of the Predacons minus Scavenger and Waspinator were all seated around a large table in another of the Darkside's gray, featureless rooms. Scavenger had an excuse, however, as he was still guarding the base's main entrance. Besides, being so one-minded, Scavenger rarely had anything useful to add to a meeting, anyway.

"Waspinator couldn't remember his own birthday if he had it pinned to his forehead," Manticron said, chuckling. "Why would this surprise you, Megatron?"

Megatron was about to answer when the base shook suddenly. Nearly all of the Predacons fell out of their seats at the rumbling, and the alarms suddenly started blaring.

"What the heck is going on!?" Octopod shouted, trying to be heard over the ringing alarms.

"I don't know," Megatron admitted, activating his Transmetal 2 nanite armor. "But we're definitely going to find out! Those foolish Maximals must be attacking us for some reason, probably over the conversion of their leader, the slagheaps! Everyone, to the front of the base! Quickly!"

* * *

Megatron and his fellow Predacons ran out of their base, only to come to a screeching halt at the sight that lay before them.

All of the base defenses were destroyed, leaving only black marks on the soil that trailed wisps of smoke. Scavenger was nowhere to be found. Most disturbing, however, was the fact that an army at least five times the size of Megatron's stood in front of him. All of Megatron's loyal followers gaped in shock at the scene before them as a large Transmetal 2 locust, apparently the leader of this Transformer armada, stepped forward, transforming.

"Who are you? Why are you here!?" Megatron questioned angrily, barely able to contain himself from attacking the Transmetal 2- due to the number of the locust's followers, that would surely be suicide.

"I am Scourge," the locust replied, "And you are in my ship."

"This is MY ship!" Megatron shouted. "What gives you the right to invade my territory? According to you and your comrade's symbols, you all are Predacons! Why are you attacking us?"

"I agree. We ARE all Predacons. Therefore, we should all live amongst each other. With me as the leader, of course."

Megatron had steam coming out of his air vents, he was so mad. "I am the leader of the Predacons! Not YOU, nor ANYONE ELSE! And WHERE is my soldier SCAVENGER!?"

A transformer whose beast mode was obviously a snake stepped up behind Scourge, holding out something in front of him. "Ssssscavenger? You mean thisss guy?"

Megatron gaped in shock at his former soldier. Most of Scavenger's body had been mutilated and burned beyond recognition, but his head remained mostly intact. In fact, it seemed still functional...

Scavenger slowly turned his head up towards Megatron and sputtered out the words, "I-I'm sorry, Royalty.....I....failed....you...."

Scavenger's optics dimmed for the last time as the snake transformer threw the Transmetal ant's corpse carelessly towards Megatron's feet.

"Thank you for the explanation, Corhada," Scourge complimented his follower. "Now, Megatron, about you joining me..."

"I will NOT join you! I WILL K-"Megatron interrupted himself, struggling to keep his temper under control. He held a hand up to his forehead and closed his eyes, breathing in deeply before continuing, this time in a much calmer tone. "Fine, insect. But you will not earn the leadership of the Predacons that easily, nooo. I challenge you to a duel- the winner will command all- and I mean ALL- of these Predacons."

"Hmmmm....." Scourge thought, "Ummm... no."

As quick as lightning, one of Scourge's wings swung forward, firing one of his Pestilence missiles at Megatron. Taken by surprise, Megatron hadn't the time to dodge the missile at such a short range, and it hit him directly in the chest.

Megatron winced under the impact, but, after realizing that he felt no pain from it, stood up confidently. "Hah! Your puny missiles have no effect on my nan—noooo!"

Megatron was interrupted in mid-sentence as his chest suddenly turned brown. Megatron cried out in agony and gasped in his last breath as the rest of his body turned brown as well and quickly disintegrated.

"Rule number one, my fellow Predacons," Scourge said, nodding both to his large army and Megatron's troops, "Never accept one of those foolish 'challenges'. It's so much easier just to kill the enemy outright."

"Now," Scourge said, turning towards Megatron's troops, "Will you join me and my army or suffer your leader's fate?"

All of Megatron's commandos silently lowered their heads, nodding the affirmative to join Scourge.

"Wonderful," Scourge said loud enough for his entire army to hear, clasping his hands together. "Now, my Predacons," he continued, turning toward the majority of his army, "We have a few other places to conquer before we have completely and totally won. The first... is the Maximal base."


	2. Part 2

Scourge of the Earth, Part Two  
by Beastbot

Nighteye decreased his optics' magnification back to normal and immediately jumped into the air, taking off at full speed toward the Maximal base.

"This is DEFINITELY not good," Nighteye muttered to himself as he streaked through the sky, his ion thrusters on max. "To think that Scourge could try something like this without even getting to KNOW the Transformers like I did... Bah, sometimes for such a superior species, we sure act inferior."

Nighteye had been watching Scourge ready his army for the last few minutes, via magnifying his audio and visual senses tenfold. Although he had heard and saw everything that had happened as if he was only a few feet away, in actuality, he had been nearly a kilometer away, hidden in a cave in the middle of a faraway cliff.

Nighteye winced as a sparrow nearly collided with his face, seemingly coming out of nowhere.

"Gah! Watch where you're going!" Nighteye cursed angrily at the bird, now flying on behind him as if nothing had happened. "This is more important than anything YOU could possibly be doing!"

Nighteye grunted and turned his attention back to where he was flying. Sometimes he envied non-intelligent life forms. No worries other than their own stomachs....

* * *

"Yo, Rhinox!" Rattrap yelled to the mobile television screen, "According to the scanners, we got a Pred at the front of th' base!"

After Optimus Primal was taken over by his Transmetal 2 nanite armor, the Maximals had elected Rhinox to be in charge, at least for the time being. The former rhinobot seemed to be generally the most knowledgeable and wise out of all the Maximals right now. Rhinox wasn't very happy about it, though, because he wasn't one to take the stresses of leadership very well...

"I can't deal with that right now!" Rhinox snapped back uncharacteristically. "I've already got ten other things I'm supposed to be doing at the same time! Just take Sigma out with you and see what he wants!"

Rhinox was not one to have a short temper, but he didn't like putting up with all the stresses of leadership- they could really get to him. He was one who liked to hang back and get things done on his own time. Now, he had all these different burdens handed to him suddenly- Optimus Primal giving in to madness, the disappearance of Grimlock on a recent scouting patrol, and now this... not to mention all the daily reports and such that a commander needed to file....

"Sheesh, don't get yer wires in a bundle," Rattrap muttered back, "I'm goin'. Hey, Sigma! C'mon, we need to go outside and see what this Pred wants!"

Sigma Prime wordlessly came up behind Rattrap as they came out from behind the main doors, pointing their guns cautiously at the Predacon a few feet away.

"Wha'da you want, scumbag?" Rattrap asked sternly, anger evident in his voice. He had always hated Preds before, but now he absolutely despised them... especially after what they did to Optimus Primal...

Waspinator immediately raised his hands over his head and kept them there after seeing the two Maximals exit from the base. "Wazzpinator not shoot! Wazzpinator zzick of shooting Maximalzzz!"

"What do you mean?" Sigma Prime asked, lowering his gun a little and cocking an eyebrow at Waspinator's odd reply.

"Wazzzpinator zzick of being Predacon! Megatron went too far when he made Optimezz Primal insane! Wazzpinator not like that! Wazzpinator want to fight with Maximalzz now, against zztupid Megatron and zztupid Predacons!"

Instead of the cautious acceptance that Waspinator had expected, he instead got a gun pointed at his head.

"Listen, bugface!" Rattrap growled, his voice dripping with hatred, "You'll excuse me if I don't listen to one slagging word any of you Pred scum say anymore! You've fragged one too many Maximals this time, pally, and I've had it up to here with having to stare at your ugly mugs again and again! So prepare to meet your-"

Rattrap was interrupted by the approaching whine of ion thrusters. Looking up, Rattrap and Sigma Prime saw that Nighteye was speeding toward their position. Within just a few moments, Nighteye had made it to where the other three Transformers were waiting and transformed immediately into his robot mode, not caring what he interrupted.

"Rattrap! Sigma Prime! You've got to listen to me, now! A new Predacon named Scourge has recently come online, and he's killed Megatron, effectively taking over control of the Predacons! He's also managed to activate all the stasis pods in the stasis pod cache, so now he's got a veritable army at his command!"

"Wait a cycle! Hold up!" Rattrap said, trying to take in all the bad news suddenly revealed. "How did this Scourge guy come online? All the stasis pods were under a protective force field!"

"And how did he activate all the stasis pods in there?" Sigma added.

"I don't know," Nighteye lied, "But he has! I just spotted him calling his troops together for an assault on the Maximal base! He's also sending smaller parties after Depth Charge's and Rampage's groups, too!"

_Better not to tell the other Transformers that Scourge is a Vexoran like me,_ Nighteye thought to himself, _or they might start to think I'm just as determined to get rid of them, too, since I revealed to them that I'm Vexoran...Besides, Scourge is MINE. I'm going to tear apart that traitor piece by piece... _

Rattrap shook his head, rubbing it as if he had a headache. "Well, that's it, then. Like I always said... We're all gonna die."

Sigma Prime turned from Nighteye towards Rattrap. "Rattrap, if I may suggest... I think we should really accept Waspinator into the Maximal ranks now, at least for the time being. We're going to need all the help we can get to fight off Scourge and his forces."

"But this is WASPINATOR we're talking about!" Rattrap protested, motioning with his hands at the Pred as if it were obvious what he was implying. "The guy's more likely to be more of a hindrance than a help!"

"What do we have to lose?" Nighteye interjected. "Either he proves that he's loyal to the Maximal cause or he gets slagged. Either way, it's good for us."

"I guess you're right," Rattrap sighed, much to Waspinator's delight. "Call all the Maximals out on patrol back, Sigma. We're gonna be facing a battle soon the likes of which I've never seen- and I hope never to see again."

* * *

Dinobot lowered his binoculars and activated his comlink.

"Scourge's force has been spotted, Rhinox. They are about a mile away and closing."

"How many are there?"

"I am uncertain. I would guess about thirty."

Dinobot heard an annoyed groan come through the comlink. "Alright, Dinobot. Stay on top of that rock outcropping until they get within about forty klicks of you. Then retreat back to where the rest of us are waiting."

"Understood," Dinobot confirmed. "Dinobot out."

* * *

Rhinox viewed all of the Maximals in front of their base, via the several outdoor surveillance cameras he was plugged into. After Rattrap had come in and told him the dire news, Rhinox had immediately plugged into the base's main defense systems and had done a systems check to ensure that everything was indeed operational. A minor glitch had been discovered in one turret, but it was quickly fixed, and the Maximals prepared for the battle to come. Rhinox had ordered all of the Maximals out in front of the main doors. They were to find any large rocks available and push them in front of the base, in order to provide as much cover as possible from the Predacons.

Rhinox smiled to himself as he saw Magnaboss pick up an exceptionally large rock and drag it toward the main entrance. Thank goodness that they had a gestalt- that might help even the odds a little.

A little. Those were the main words there. The Maximals were hopelessly outnumbered, if Dinobot's estimation was correct, and even the most optimistic Maximal would have a hard time drilling into his mind that they were going to win the upcoming fight.

Rhinox's resolve hardened. But there was one thing Maximals were not, and that was cowardly. Even if it meant that they all perished, he knew that his crew would fight to the bitter end. Sure, they would die, but they would take as many Preds with them as possible.

Rhinox's thoughts were interrupted by a distant rumble, followed immediately by Dinobot's voice coming in over the comlink.

"Rhinox, they're here!"

* * *

Rattrap could only scowl as he saw the enormous force of Predacons heading towards him and the other Maximals. Lowering into a battle stance and drawing out a gun, he shot the first target that presented itself- which happened to be a giant mantis.

The annoyed mantis found the source of the gun blast that scorched his left arm and let out an odd, chattering growl.

"Manterror, terrorize!" the mantis screeched, his voice an ear-splitting cacophony of noises, not unlike that of the legendary Insecticons from days of yore.

With a flip and a twist, the huge mantis became a tall, but gangly, transformer, with huge scythe blades for hands. A large snake, which mentioned its name was Corhada when it transformed, followed Manterror's lead, and they both charged towards Rattrap.

Narrowly dodging an ion disk thrown at him from the blades of Manterror, Rattrap quickly ejected a "sticky bomb" from his lower arm and threw it at the giant mantis. Caught by surprise, the bomb hit its target dead on. Manterror, realizing what the thing was that had latched onto him, scratched frantically at his stomach, trying to pry the bomb off, but it was too late. The mantis exploded in a shower of Pred parts.

Rattrap reached out to eject his remaining "sticky bomb" from his other arm, but Corhada had already reached his position by that time. Reaching out with his whip-hand, Corhada smacked the bomb meters away as soon as it came out of Rattrap's forearm. Reacting quickly, Rattrap yanked his machine gun out of subspace, but Corhada smacked that weapon away as well. His whip-arm struck out far too quickly for Rattrap to react in time.

Hissing maliciously at his apparent victory, Corhada gripped Rattrap's throat in his whip-arm and began to squeeze.

* * *

Gryphtron hissed in pain as a large Transmetal blue-and-green rhino plowed into him, driving the mystic fuzor back into the cliffside behind him. Grunting, Gryphtron quickly grabbed the rhino's horn that was impaling his midsection, and twisted the blade-like protrusion until it broke under the stress.

Grunting, the rhino retreated back a few steps, roaring, "Trample, terrorize!"

With a mechanical whir, the Transmetal rhino transformed into a mildly large, bulky 'bot, with a large, rough hide covering his chest and arms. As soon as he finished, Trample swung a huge fist at Gryphtron's head. Gryphtron, although weakened from all the mech fluid leaking out his torso, dodged the punch, wincing as Trample's fist indented the solid rock right next to his head.

As Trample struggled to pull his fist out from the indentation it had made, Gryphtron put all his strength into a hard uppercut to Trample's jaw, cracking the rhino's teeth and shattering his optics. Trample's remaining optic faded to black at the sudden blow, and the large Predacon collapsed onto the ground, unconscious.

Gryphtron, his energy spent, slumped to the ground and looked up with dread as another Predacon sped toward him, this one a Transmetal panther of some sort.

* * *

Unlike most of the other Maximals, Magnaboss was quite successful against the overwhelming odds. Because the gestalt loomed over all the other, smaller Predacons, he could take on a few at a time. Currently, he was stomping a giant earwig bug into the ground with his foot, while simultaneously crushing a bull/bat fuzor in his right hand and swatting at a cicada with his left.

The cicada, nimble enough to dodge Magnaboss' huge, relatively slow arm, called out to two of his comrades in a very Mexican accent, "Hey, amigos! Big Boy here wants to play!"

Two forms from the chaos below jumped up into the air, each landing on Magnaboss' upraised arm. Although Magnaboss tried to shake the two Predacons off of his arm, the lobster and the rhinoceros beetle simply clung on too tightly.

"Then I say we give him something to play with, dagnabbit!" the beetle yelled in a deceptively old, feeble voice.

"Cicadacon, Ramhorn!" the lobster commanded, still hanging on to Magnaboss' swinging arm, "Let's merge!"

In mere seconds, the three forms transformed and connected to each other, becoming a gestalt even taller than Magnaboss, albeit a bit lankier. The new gestalt had oddly shaped arms, his left ending in a hook while his right ended in a kind of sword. His face looked almost demonic, with a wicked, sneering grin seemingly etched into it.

"NO ONE CAN STOP THE MIGHT OF TRIPREDACUS!" the new gestalt boomed, advancing on Magnaboss.

Immediately forgetting about his other opponents, Magnaboss unsheathed his Magnasword just in time to block Tripredacus' sword-hand. Magnaboss grunted under the strain of keeping Tripredacus at bay, and Tripredacus knew the element of surprise had won him first strike in this battle. Taking hold of Magnaboss' sword, Tripredacus heaved Magnaboss over his shoulder, the Maximal gestalt refusing to let go of his sword and give Tripredacus his powerful weapon. Magnaboss fell to the earth with a resounding boom, shattering several small rock outcroppings and flinging up a cloud of dust in his wake.

Satisfied, Tripredacus unleashed optic blasts at Magnaboss, the lasers tearing apart the giant's chestplate armor.

* * *

Unlike most of the ground fighters, Airazor, Tigerhawk, and Waspinator were mostly working together- they had to, as they were vastly outnumbered in the skies. Airazor and Tigerhawk, in their beast modes, were distracting two different aerial fuzors- a horrendous lionfish/bee fuzor and a giant dragonfly- while Waspinator tried taking potshots at the Predacons.

"Ow! Watch it, will you!" Airazor yelled at Waspinator as one of the waspbot's errant shots nicked her in the wing.

"Wazzpinator zzorry!" Waspinator called out, "Izzz trying hizz best!"

Easily dodging a few blasts directed at him from some ground-based Predacons, Waspinator fired a few more shots at the lionfish/bee fuzor, this time hitting the ugly Transformer directly in the center. Waspinator giggled in his high-pitched tone as the fuzor fell toward the ground below, yelling curses at the Maximals as he fell.

The dragonfly, however, transformed into his robot mode, firing his waist missiles at Airazor while dodging Tigerhawk's missiles. Airazor narrowly dodging the incoming missiles just in time, but gasped as the maneuver suddenly put a high rock outcropping in her path. Unable to veer away in time, Airazor crashed head-on into the rock formation, her engine exploding and charring her unconscious form as she crashed into the earth below.

"Airazor!!" Tigerhawk gasped, immediately changing his flight direction so that he was heading towards Airazor's charred body.

"I don't think so, ace!" the dragonfly Pred shouted in a mocking tone, speeding up so that he could intercept Tigerhawk before the Transmetal 2 made it to Airazor.

"OUT OF MY WAY!!!" Tigerhawk growled, done with hit-and-run tactics. Activating his wing-mounted machine guns, Tigerhawk unleashed all of his firepower on the hapless Pred, who fell to the ground, several holes in his wings.

No sooner had that Pred been taken out of the picture than another one joined the fray. Tigerhawk grunted as a huge flying transformer crashed into him, knocking him into the cliff face.

"Manticron," Tigerhawk growled as a familiar manticore lunged at the fuzor.

Waspinator was about to take a few shots at Manticron when he heard a familiar screech behind him. Turning, Waspinator saw Terrorsaur streaking towards him, the dactyl-bot obviously enraged at Waspinator's treachery.

"You worthless TRAITOR!!!" Terrorsaur spat, flinging a few energy balls at Waspinator. The waspbot easily dodged them, only to have Terrorsaur slam into him, the Predacon's optics red with battle fury.

"Dactyl-bot one to talk!" Waspinator grunted, struggling to hold his own against Terrorsaur, their fists locked together as the two tried to overpower the other physically.

"SHUT UP!" Terrorsaur screeched, kicking Waspinator off of him and blasting the former Pred with his optic lasers. Waspinator yelped as the laser blasts scorched his chestplate.

Terrorsaur smirked, forming another two energy balls in his hands. "You always were a weakling," Terrorsaur murmured, just loud enough for Waspinator to hear.

"NOT ANY MORE!" Waspinator shot back, a rather uncharacteristically determined look on his face as he charged Terrorsaur.

* * *

Grimlock smiled devilishly as his spinning tail-shield slowly sheared apart the Predacon before him, this one's beast mode obviously being some kind of gray wolf.

Now this, this was what he lived for. The thrill of battle, the glory of combat- this was what he lived for. Well, okay, so maybe it was just fun to kick some butt. Grimlock had been going through "battle withdraw" for the past few weeks, and he was glad to finally get his claws dirty.

Convinced that the Pred was in stasis lock after sticking his sword through the wolfbot's torso, Grimlock turned to find his next opponent, only stuck on the side of his face by a Transformer whose beast mode was obviously an armadillo.

Grimlock roared, quickly transforming to his white-and-black velociraptor mode and whapping the Predacon hard with his tail. "WHO DARE STRIKE ME GRIMLOCK!?"

"That's a stupid question if I ever heard one," the armadillo sneered, transforming into his beast mode as he did so. The enraged form of Grimlock was about to step on the smaller Pred, but the armadillo quickly dug a shallow pit underground with his claws, narrowly missing Grimlock's foot as it slammed over the small pit.

Grinning, the armadillo started digging madly into the bottom of Grimlock's foot, shearing armor and synthetic flesh away as he exposed the delicate wiring underneath. Grimlock howled in pain as the lower part of his velociraptor leg was torn apart by the sharp claws of the Predacon.

* * *

Blackarachnia grunted as a huge bison bowled her over, yanking her claw-grappling hook from her hand with his mouth.

"Bonecrusher, terrorize!" the bison yelled in a voice that sounded remarkably like Randy Savage as he transformed.

"You're going down, little lady, oooh yeeahh!" Bonecrusher declared, a bit more loudly than a normal 'bot would have talked, even in the midst of a battle.

"We'll see," Blackarachnia smirked, jumping up suddenly and kicking Bonecrusher in the gut. The huge Predacon merely chuckled at Blackarachnia's attempt to damage him.

"Heh heh heh! No one can bring down the BONECRUSHER, missie! Now it's time for my PILEDRIVER!"

Bonecrusher slammed his elbow down on Blackarachnia's gut, leaving a large indentation in her stomach.

"That HURT, slaggit!" Blackarachnia growled out between clenched teeth, almost doubling over as Bonecrusher started to crush her midsection with his bare hands.

"This'll teach ya to mess with Bonecrush- wha?" Bonecrusher looked up from his hands to see Blackarachnia's orb on her forehead begin to glow a light green. Bonecrusher feigned terror upon seeing this.

"Ooo, wow, your forehead can light up, missie! I'm sure sc- whooooaaa!"

Blackarachnia merely smiled as she lifted Bonecrusher's huge bulk and threw it into another nearby Predacon via her Transmetal 2 psychic powers.

* * *

Dinobot dodged another tail swipe from the Predacon he was facing, another tan raptor with red stripes and green, pupil-less eyes.

"Bah, enough with this!" the raptor growled. "Bloodshed, terrorize!"

Bloodshed's transformation was not unlike Dinobot's, and his robot mode was rather similar, too. The main difference was that Bloodshed wore some kind of dinosaur fossil-helmet over his real robot head, and he was also slightly more lithe than Dinobot.

Taking out a familiar twirling tail-shield and sword, Bloodshed charged Dinobot, who was already in robot mode. Dinobot nimbly stepped aside, thrusting his sword out in front of Bloodshed and tripping the slightly smaller raptorbot. Bloodshed fell to the ground with a grunt, and Dinobot quickly thrust his sword through Bloodshed's midsection.

"You are a fine fighter," Dinobot commented dryly as Bloodshed entered stasis lock, "But you lack a warrior's discipline."

"Try me, then!" Dinobot heard a voice behind him shout, and he turned around just as a giant curled-up pillbug pounded into him, knocking the raptor to the ground.

* * *

Nighteye and Sigma Prime pounded through the midst of the Predacon attack, heading towards the rear. So far, they had been able to cut through any Predacons that had refused to get out of their way, but they had sustained quite a few injuries during the process. Nighteye's left wing was broken, and the red orb in the center of his chest was broken. Sigma Prime's right optic was shattered, and his right arm was missing, too, a victim of an orange anklyosaurus' sudden lunge.

Finally, Nighteye and Sigma Prime broke through the rear of the Predacon force, panting from exertion. Nighteye looked up, and saw the enemy he had been looking for just a few feet away.

"Scourge," Nighteye growled.


	3. Part 3

Scourge of the Earth, Part Three  
by Beastbot

Depth Charge was awoken from his nap by Cybershark, who was shaking the manta ray by the shoulder.

"Wha- snort ...Hrmm? What is it, Cybershark?" Depth Charge mumbled, still half-asleep.

"DC, get up already!" Cybershark urged his commander, "We've got a bunch of Predacons closing in, and fast!"

Depth Charge scratched his head and sat up in his hammock, quirking an eyebrow at Cybershark. "Since when can't you and Claw Jaw handle a few measly Preds? It's probably just Terrorsaur and that stupid wasp, lost again during some patrol."

"You couldn't be more wrong!" Cybershark quickly responded. Those Preds are getting closer every second, according to the makeshift scanners we erected soon after we arrived back on Earth... "There's EIGHT Pred signatures coming this way! And the computer can't recognize ANY of them!"

"What!?" Depth Charge said, immediately standing up and taking his lamprey-guns out of subspace. "The scanner must be malfunct-"

Depth Charge was interrupted as a large missile suddenly landed between him and Cybershark, exploding and knocking the other several meters away from each other instantly. Rubbing his head, Depth Charge barely got his wits back together before a huge (although comparatively small to him) Transmetal 2 poison arrow frog jumped on top of him, the frog's oddly sharp claws puncturing Depth Charge's chestplate armor.

"You better get ready ta meet your makah, 'cause here comes Spittor the undertakah!" the Transmetal 2 frog threatened in a deep voice remarkably similar to Mr. T's.

Depth Charge merely cocked his eyebrow again at Spittor's odd, rapping tone of voice before firing one of his discs directly into Spittor's ugly amphibian visage.

Grunting, Spittor flew back a few feet, transforming into robot mode as he did so. Landing neatly on his warty feet, Spittor stood up (as best as he could, anyway) and took out a barbed throwing club out of his subspace. Depth Charge noticed that Spittor was even uglier in this mode than in his beast mode, his form so hunchbacked that he couldn't stand up straight if his life depended on it. His head was nearly a full foot below his upper back, with what seemed like several gold chains hung around his nearly non-existent neck.

"That's it, now you've made me mad! Get ready to get hurt real bad!"

So much for his GOOD rhymes, Depth Charge thought as Spittor hurled his throwing club at the manta ray. Of course, if all you did was talk in rhymes, you'd run out of good ones in no time... Depth Charge took out a tail-spear to block the club with, but a shot to his fin from somewhere to his left knocked him off balance, and the club struck him on the side of his right arm, creating a deep gash as the barbs caught on it.

Wincing, Depth Charge looked up to see who his new assailant was. That barbed club hurt a lot more than it should have... That thought was pushed out of his head as soon as Depth Charge viewed the rather unusual transformer before him.

The transformer, whose beast mode seemed to be some kind of Transmetal 2 frilled iguana, had an eyepatch fused over one optic, and the tail from his beast mode dragged behind his head as if it were some kind of long ponytail. The frills from his beast mode made a kind of medieval "skirt" for his robot mode, making him look like some kind of pirate Transformer from the high seas.

And he sounded like one, too.

"Ha-harr, me buckoes!" the iguana shouted, taking out a throwing missile from subspace, "We've got 'em now!"

"He's mine, Iguanus!" a voice thundered from behind Depth Charge. Turning his head, the manta ray saw an odd fusion of an orca whale and an elephant charging at him.

"In yer dreams, Torca!" Iguanus countered, throwing his missle at the manta ray.

Thinking quickly, an oddly exhausted Depth Charge leapt out of the way just as the missle was about to impact with him. Torca, who was just about to ram Depth Charge with the huge ivory tusks growing out his mouth, instead skidded as he realized his quarry had changed position. He didn't stop in time, though- Iguanus' missle impacted into Torca right as the fuzor skidded to a stop, hurling the odd Transformer into a nearby palm tree.

"You guys are both wrong!" Spittor replied in his rapping voice, "The manta ray to me belongs!"

Depth Charge looked up weakly as the Transmetal 2 frog walked up calmly to him. Depth Charge tried to force himself to stand up and fight, but he found out that he couldn't. He felt like all his energy had been drained in just the past few seconds, and it felt like if was completely gone in his... right....arm...

Looking carefully at his right arm, Depth Charge noticed tiny beads of greenish liquid dripping off of the barbs of the club that was stuck there.

_I've been poisoned!_ Depth Charge thought weakly as the smirking form of Spittor walked up to him and crushed in the manta ray's face with his clawed foot.

Claw Jaw wrestled with a transformer whose beast mode was some kind of prehistoric ammonite. The transformer had called itself Dead End as it terrorized and leaped out of the shallow nearby water, landing on Claw Jaw and pushing the slightly smaller transformer into the sand.

Finally managing to get one of his tentacles around one of Dead End's feet, Claw Jaw exerted all his body strength and threw Dead End off of him, back into the water. Dead End's head clonked into a sharp rock poking slightly above the water level, knocking the 'bot unconscious.

Claw Jaw let out a exasperated sigh and stood up quickly, giving himself a once-over for any severe damages. Before he could even finish, he felt two feet latch on painful to his shoulders and begin to lift him up above the ground.

"W-what-?" Claw Jaw stammered as he realized what was happening. Now nearly a hundred feet off the ground, Claw Jaw craned his head upwards to see a medium-sized eagle with a hammerhead shark's head and tail carrying him upwards into the sky.

"Get a good look, Maximal!" the fuzor said in a feminine voice. "It'll be your last!"

_She's going to drop me to my death!_ Claw Jaw realized as the femme fuzor soared even higher into the midday sky.

Determined to take the 'bot with him, Claw Jaw swung his weight around, pivoting his midsection upwards and slamming it into the lower region of the enemy fuzor's chest.

"What do you think you're-?!" the fuzor asked incredulously as the jaw in Claw Jaw's chest suddenly opened and sunk its fangs into her own chest plate. Any future words were cut off as nearly all her energy was drained into Claw Jaw.

Using the last of her energy, the eagle/shark fuzor shook Claw Jaw off of her before she her self half-glided, half-plummeted into the shallow surf below.

Claw Jaw fell to his death satisfied that he had at least been able to take a Predacon with him. _If only I knew what the heck was going on.... _

* * *

Cybershark thrust his attacker into the soil with his claw-arm, instantly activating the rotor at the end. Cybershark couldn't help but wince as the Predacon, with some kind of Anklyosaurus beast mode, was shredded to bits in front of the shark-bot's optics, emitting a tortured shriek as he died.

Unfortunately, Cybershark's rotor-claw had gotten badly mangled by shredding through the Predacon's thick armor, rendering it useless. Grunting in frustration, Cybershark took his missile launcher out of subspace with his right hand. He was just about to look around for another Predacon when he felt the sharp sting of machine gun bullets biting into his upper left thigh.

Turning around, Cybershark saw a Predacon whose beast mode must have been some kind of fusion between a snapping turtle and an alligator. Cybershark fired a missle at the new Predacon, but the fuzor merely blocked it with his huge, sturdy shield mounted on his left arm. The new fuzor seemed about ready to jump on Cybershark, but his optics focused on something behind the Transmetal 2 for an instant and the Predacon grinned.

Cybershark turned around to face his new attacker, but he was blown back by a missile blast to the face. Groaning and sitting up, Cybershark saw the fuzor and a new Predacon advancing toward him, this one with a polar bear for a beast mode.

It wasn't the polar bear Predacon that really caught Cybershark's attention, however. It was the still corpse of Depth Charge about a hundred yards behind them, and Claw Jaw up in the air nearly half a mile away, apparently committing suicide by sucking the energy out of the Predacon that was carrying him.

_No....._ Cybershark's optics widened in horror as he realized that his only two other comrades were dying.

Roaring in anger, Cybershark fired missile after missile into his two Predacon attackers. They continued on for a little while under the relentless pounding, but they both soon collapsed under the assault.

Seeing that the other Predacons, previously occupied by his teammates, were now turning their attention towards him, Cybershark reluctantly transformed into his vehicle mode and flew towards the Maximal base, vowing revenge for Depth Charge's and Claw Jaw's deaths... _But not now... I'm not about to sacrifice myself uselessly when I'm ridiculously outnumbered..._

* * *

Torca walked up next to his commander as he watched the retreating form of Cybershark.

"Should we go after 'em, Iguanus?"

"No, lad," the Transmetal 2 pirate answered, transforming into his beast mode. "That cursed squid knocked out our group's only flyer. There's no way we'll catch up with 'em when he's travelin' that fast. We'll get 'im later."

* * *

Cheetor looked down at the battles raging below him.

Well, he didn't technically look down, because he really wasn't there. It was just that that was the vantage point that he chose to view the battles from, as he could see the most Transformers at once that way.

He actually was viewing four battles at once, but he wasn't distracted by any one of them so much that he didn't know what was happening in the other three in detail.

It was a pretty weird feeling, to have one's complete attention focused on several different things at once, but then again, one got used to weird feelings after one's death.

Oh, Cheetor had been dead for a while, now. He had gotten over the initial shock of having passed on to the Matrix. Taran had extinguished Cheetor's spark about a megacycle or so after the twisted Vexoran had begun operating on Cheetor's mutating exostructure.

Cheetor sighed as he watched all the carnage happening below. Rampage and the other two members of his team had been caught completely by surprise, as the Predacons that had attacked them had done so while Rampage and Dinobot Transmetal 2 were recharging. They had destroyed Crossfire before she had even had a chance to get out word to her other two comrades that they were being attacked. The attacking Predacons had known beforehand that Rampage and Dinobot Transmetal 2 were indestructible- after all, Scourge had known all there was to know about the physical characteristics of the various transformers, being a Vexoran who had overseen many of the experiments performed on them. Thus, the Predacons had pretty much beaten up on Rampage and his half-brother until the two had been knocked out pretty badly. Then they had dragged the two survivors off towards the Predacon ship.

Beastbot and Ramulus, both being pretty good at stealth, had managed to escape from their Predacon pursuers, but they were both heavily damaged. They were slowly but surely making their way towards the Maximal base.

Of course, Cheetor had already known what had happened at Depth Charge's makeshift base and the Maximal's base. The fight at Depth Charge's base had been short and sweet. At least Claw Jaw and Depth Charge had died quickly, Cheetor thought.

Cybershark had taken off towards the Maximal base sometime ago, but the two different bases were relatively far apart, and he still had a while to go.

The Maximals themselves were in the most dire situation of all, however. Even though the Maximals were doing pretty good, all things considered, it was only a matter of time before the Predacons overwhelmed them. One Predacon had already killed Airazor but taking out her flight systems and causing her to crash into the ground from several thousand feet up. It was obvious that the other Maximals weren't far behind her.

Cheetor wanted his views of the battle to disappear, so they did. Cheetor just didn't feel like watching that carnage anymore.

It was different than he had thought it would be, the Matrix. Cheetor had expected it to be a mysterious nothingness, only broken by the occasional dead Transformer's spark. Instead, it was like a never-ending, cloudy room- the floor and the ceiling seemed to just be rolling blankets of clouds, and one's visibility was very limited because of the high "humidity"- Cheetor could only see about ten feet or so in front of him. One also didn't have "ethereal" forms as he expected- instead, one projected how one would prefer to look. Cheetor was in his Transmetal form, as he had always liked that one the best. It was the only one of his forms that had allowed him to fly, after all. Cheetor had also found out that, although one could "feel" one's feet on the ground and one could "feel" others, there was no pain in the Matrix. It sort of made sense, now that he had thought about it. Since his form was only as he wanted it to be, if he didn't WANT there to be pain, there wouldn't be.

Cheetor was startled out of his thoughts as he saw someone walk up to him in the fog.

"Dinobot!?"

The raptor-bot nodded his head.

"But... you're alive! How can you be here?"

"The form created by the Vexorans was merely a clone of me, Cheetor. An exact clone in every way- even I could not have told the difference. Remember that no mortal, not even the Vexorans, is powerful enough to create true life out of nothing."

Cheetor merely stood in silence, mulling over what he had just heard.

"How goes the battle?" Dinobot asked, changing the subject.

"As expected. We're losing, big time."

Dinobot chuckled. "I know. I just spoke with Depth Charge a few minutes ago."

Cheetor quirked an eyebrow at Dinobot's odd response. "What's so funny?"

Dinobot's expression merely turned serious again. "You don't know?"

"Know what!?"

"Taran has finished rebuilding your body."

"So? The last thing I want to do is check back on that creep after all he's done to me."

"But he's planning to use it against the Predacons."

"What!? Why? Why would he help us?"

"Because, Cheetor, even though Taran is a detestable individual, he admires the Transformer race as a whole. He does not want to see us all exterminated, especially at the hands of his kind. So, he plans to help the Maximals retreat, if for nothing else than to stop Scourge."

"You know we would never retreat. Rhinox'll stick it out to the end."

"Not if Nighteye gets to deliver his message..."

* * *

Scourge looked up just as Nighteye pounced on him.

"SCOURGE!" Nighteye howled, punching his prey hard in the face.

"Nighteye?!" Scourge asked incredulously, only slightly fazed by the hit.

"The one and only," Nighteye grinned as he activated his laser-optic, scorching Scourge's chest.

"I guess I'll just have to finish what I started!" Scourge said, grunting as he took the hit.

Kicking off Nighteye with his powerful, oddly-shaped legs, Scourge immediately took out a pestilence missile- only to have it shot away.

"You aren't going to get rid of me that easily!" Nighteye said, his laser optic now trained on Scourge's forehead.

"Heck if I won't!" Scourge yelled, ducking as Nighteye discharged another laser blast and tackling the Transmetal 2 owl at the knees. Both the former Vexorans fell, Scourge landing on top of the slightly smaller (but bulkier) Nighteye. Scourge quickly raised his fist and struck Nighteye's laser optic before he could fire again, shattering it.

Scourge laughed as he took out another pestilence missile and aimed it at Nighteye's face.

Just as Scourge was about to throw his projectile at Nighteye, a large, curved sword suddenly blocked the throw, deflecting the missile away from the battlefield.

"W-wha-?" Scourge stuttered, looking up at this new opponent.

Scourge vaguely recognized the enemy as Cheetor after he had been mutated a bit into an Ultrametal- but his design and coloration were a little different. Cheetor's head was very sloped, and the head was, in fact, longer than it was tall. He also had very human-like features on his face now, albeit a bit more feline.

Cheetor's body was vastly different than it had been before. His metal gray legs were now much longer than they had been proportionally, and they were bent backwards at the knee, like Scourge's legs. Cheetor also had a sleek, armored main body with a glassy-orange chestplate. His arms were mostly black but had some orange spots near the shoulders. His hands were more claws than hands, yet they were a bit smaller than they had been in Cheetor's Transmetal 2 form.

"Go. Away." Cheetor said, obviously ticked. Scourge was nearly struck speechless by Cheetor's speech- it sounded exactly like Taran's!

"Taran?!" Scourge asked, stepping up off of Nighteye, but still on his guard. "How did you-?"

"That's not for you to know," Cheetor/Taran replied mischievously, chuckling a little. "Now go away. Now. You will NOT destroy all of these Transformers!"

"We'll just see about that!!" Scourge retorted, quickly firing a pestilence missile at Cheetor/Taran.

Taran merely flinched under the assault. The missile did nothing to him at all!

Scourge stepped back a few feet when he saw this.

"You- you can't still be alive! NOTHING can survive my pestilence missiles!"

"Nothing... except my Ultrametal armor." Taran chuckled, transforming into his mecha-cheetah mode as he pounced on Scourge.

"Noooooo!" Scourge yelled in exasperation as Taran's claws started shredding through his outer armor. "Somebody!! Get this thing OFF me!"

A few nearby troops, occupied with a few other Maximals, immediately stopped attacking and turned to help their leaders, leaving the severely damaged forms of Rattrap, Gryphtron, and Dinobot behind.

"Nighteye!" Taran hurriedly spoke as he transformed back into his robot mode turned to defend himself, "Contact Rhinox! Tell him and the other Maximals to retreat!"

"We'll NEVER retreat!" yelled Sigma Prime, who was battling with Scarem a couple dozen yards away. "If we give up- grunt - they'll just destroy the Ark, and we'll all cease to exist!"

As if demonstrating his point, Sigma Prime dealt a heavy uppercut to Scarem's jaw, knocking the smaller Predacon senseless. Hurrying over to Nighteye and the struggling form of Taran, Sigma Prime cocked his gun and aimed it at another nearby Predacon.

"No, you fool!" Taran said, slicing a black-and-red Transmetal panther nearly in half, "Scourge doesn't WANT the Ark! Destroying the Transformers inside there would cause a great rift in the time stream, and you KNOW none of the other Vexorans want that! RETREAT NOW WHILE YOU STILL CAN!!"

"But-"Sigma Prime started, but stopped when he glanced at the various Maximals still fighting. Nearly all of them were severely injured, and the few left that weren't were running low on energy. If they were going to survive, they had to retreat now.

Sighing, Sigma activated his comlink and hurriedly started talking to Rhinox as Nighteye covered for him.


End file.
